Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Obligor at the time the Collateral becomes subject to the Agent’s Lien, each Obligor covenants, represents and warrants: (a) such Obligor shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Holders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Obligor; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Obligor’s business and as otherwise disclosed to the Agent, and each Account Receivable will be paid when due; (d) none of the transactions underlying or giving rise to any Account Receivable shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Obligor at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Account Receivable shall be genuine and all signatories and endorsers shall have full capacity to contract; (h) such Obligor shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (i) such Obligor will, immediately upon learning thereof, report to the Agent any matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any Account Receivable is evidenced by a pr...

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Loan Party at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Loan Party covenants, represents and warrants: (a) such Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) such Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agents shall reasonably require; (c) such Loan Party will, immediately upon learning thereof, report to the Agents (i) any material loss or destruction of, or substantial damage to, any of the Collateral, (ii) any notice of a material default by any Loan Party under any of the Credit Card Agreements or of any default which has a reasonable likelihood of resulting in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to such Loan Party, (iii) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to such Loan Party from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, (iv) the failure of such Loan Party to comply with any material terms of the Credit Card Agreements or any terms thereof which has a reasonable likelihood of resulting in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to such Loan Party and (v) any other matters affecting the value, enforceability or collectibility of any of the Collateral; and (d) such Loan Party is not and shall not be entitled to pledge any Agent’s or any Lender’s credit on any purchases or for any purpose whatsoever.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of the Borrower and each Surety at the time the Collateral becomes subject to the Collateral Agent's Lien, the Borrower covenants, represents and warrants: (a) the Borrower or such Surety shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Lenders and Liens permitted by Section 7.01 hereof), and fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each Account Receivable shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to any absolute sale and delivery upon the specified terms of goods sold or services rendered by the Borrower or such Surety; (c) no Account Receivable shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in the Borrower's or the Sureties'

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Loan Party at the time the Collateral becomes subject to the Agent's Lien, each Loan Party covenants, represents and warrants: (a) such Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Agent for the benefit of the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) such Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters adversely affecting the value, enforceability or collectibility of any of such Collateral; and (c) such Loan Party is not and shall not be entitled to pledge the Agent's or any Lender's credit on any purchases or for any purpose whatsoever.

Status of Accounts Receivable and Other Collateral. Section 8.03 of the Financing Agreement is hereby amended by (i) deleting “and” at the end of clause (c) thereof, (ii) renumbering clause (d) thereof as clause (e) and (iii) inserting the following clause (d) after clause (c) thereof:

Status of Accounts Receivable and Other Collateral. With respect to Collateral of any Company at the time such Collateral becomes subject to a Collateral Agent's security interests, such Company covenants, represents and warrants: (a) the Company shall be the sole owner, free and clear of all Liens except the Lien in the favor of such Collateral Agent for the benefit of the Lenders or except as otherwise permitted hereunder, fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral;

Status of Accounts Receivable and Other Collateral. Each of the Accounts Receivable identified on a Borrowing Base Certificate as an Eligible Account shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Account Debtor therein named, for the sum set forth in the invoice relating thereto (provided such invoice may be subject to (i) agreed upon returns, discounts, allowances or credits and (ii) immaterial or unintentional invoice errors) with respect to an absolute sale or lease and delivery of goods upon stated terms of the applicable Borrower, or work, labor or services theretofore rendered by such Borrower as of the date each such Account Receivable is created. Each of the Accounts Receivable identified on a Borrowing Base Certificate as an Eligible Account shall be due and owing in accordance with the applicable Borrower's standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by the applicable Borrower to the Administrative Agent.

Status of Accounts Receivable and Other Collateral. With respect to Collateral of the Borrowers and the Guarantors at the time the Collateral becomes subject to the Collateral Agent's security interests, the Borrowers and the Guarantors covenant, represent and warrant: (a) the Borrower or such Guarantor shall be the sole owner of the Collateral owned by it, free and clear of all Liens except the Lien of the Factor, the Lien in the favor of the Collateral Agent for the benefit of the Lenders and Permitted Liens, fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) to the knowledge of the Borrowers and the Guarantors, at the time created, each Account

Status of Accounts Receivable and Other Collateral. With respect to Accounts Receivable of Borrower or any other Loan Party, other than (solely to the extent that the Credit Card Agreements are in full force and effect and are being complied with by all parties thereto in all material respects other than Administrative Agent) credit card receivables, and so long as the aggregate amount of such Accounts Receivable (other than credit card receivables) exceeds $200,000, Borrower covenants, represents and warrants as follows: (a) the Loan Parties shall be the sole owner, free and clear of all Liens except in favor of the Lender Group or as otherwise permitted hereunder, and fully authorized to sell, transfer, pledge and/or grant a security interest in each such Account Receivable; (b) substantially all of such Accounts

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